- The agreement is an important
step toward completion of Abbott's acquisition of St. Jude
Medical
- Abbott's acquisition of St. Jude
Medical is expected to close by year-end
ABBOTT PARK, Ill. and ST. PAUL,
Minn., Oct. 18, 2016
/PRNewswire/ -- Abbott (NYSE: ABT) and St. Jude Medical, Inc.
(NYSE: STJ) announced today an agreement in principle to sell
certain products to Terumo Corporation. The transaction reflects a
purchase price of approximately $1.12
billion and is subject to the successful completion of
Abbott's acquisition of St. Jude Medical and antitrust regulatory
approvals. Abbott, St. Jude Medical and Terumo are bound by the
terms of an exclusivity agreement.
The divestiture is an all-cash transaction and will include the
products globally for St. Jude Medical's Angio-Seal™ and Femoseal™
vascular closure products and Abbott's Vado® Steerable
Sheath. Abbott will retain its vascular closure products, which
include the Perclose ProGlide® Suture-Mediated Closure
System, StarClose SE® Vascular Closure System and
Prostar® XL Percutaneous Vascular Surgical System.
Following Abbott's acquisition of St. Jude Medical, the combined
business will compete in nearly every area of the cardiovascular
market and hold top positions in high-growth segments, including
atrial fibrillation, structural heart and heart failure, as well as
a leading position in the high-growth neuromodulation market. This
combined portfolio will have the depth, breadth and innovation to
help patients restore their health, reduce costs for payors and
deliver greater value to customers.
Abbott expects to mitigate any impact to its adjusted earnings
per share projections related to the sale of these assets to
Terumo.
About St. Jude Medical
St. Jude Medical is a leading
global medical device manufacturer and is dedicated to transforming
the treatment of some of the world's most expensive epidemic
diseases. The company does this by developing cost-effective
medical technologies that save and improve lives of patients around
the world. Headquartered in St. Paul,
Minn., St. Jude Medical employs approximately 18,000 people
worldwide and has five major areas of focus that include heart
failure, atrial fibrillation, neuromodulation, traditional cardiac
rhythm management and cardiovascular.
For more information, please visit sjm.com or follow us on
Twitter @SJM_Media.
About Abbott
Abbott is a global healthcare company devoted to improving life
through the development of products and technologies that span the
breadth of healthcare. With a portfolio of leading, science-based
offerings in diagnostics, medical devices, nutritionals and branded
generic pharmaceuticals, Abbott serves people in more than 150
countries and employs approximately 74,000 people.
Visit Abbott at www.abbott.com and connect with us on Twitter at
@AbbottNews.
Private Securities Litigation Reform Act of 1995
Caution Concerning Forward-Looking Statements
Some
statements in this news release may be forward-looking statements
for purposes of the Private Securities Litigation Reform Act of
1995. Abbott and St. Jude Medical caution that these
forward-looking statements are subject to risks and uncertainties
that may cause actual results to differ materially from those
indicated in the forward-looking statements, including but not
limited to the ability of the parties to consummate the proposed
transaction with Terumo and the acquisition of St. Jude Medical by
Abbott on a timely basis or at all, the ability of the parties to
satisfy the conditions precedent to consummation of the proposed
transaction with Terumo and the acquisition of St. Jude Medical by
Abbott, including the ability to secure the required regulatory
approvals on the terms expected, at all or in a timely manner, the
ability of Abbott to successfully integrate St. Jude Medical's
operations, and the ability of Abbott to implement its plans,
forecasts and other expectations with respect to St. Jude Medical's
business after the completion of the acquisition of St. Jude
Medical and realize expected synergies. Economic, competitive,
governmental, technological and other factors that may affect
Abbott's and St. Jude Medical's operations are discussed in Item
1A, "Risk Factors," in each of Abbott's Annual Report on Securities
and Exchange Commission Form 10-K for the year ended Dec. 31, 2015, and Quarterly Report on Form 10-Q
for the period ended June 30, 2016,
and St. Jude Medical's Annual Report on Securities and Exchange
Commission Form 10-K for the year ended Jan.
2, 2016, respectively, and are incorporated by reference.
Abbott and St. Jude Medical undertake no obligation to release
publicly any revisions to forward-looking statements as a result of
subsequent events or developments, except as required by law.
Important Additional Information
In connection with the proposed transaction, Abbott has filed a
registration statement on Form S-4, which includes a document that
serves as a prospectus of Abbott and a proxy statement of St. Jude
Medical (the "proxy statement/prospectus"), and each party will
file other documents regarding the proposed transaction with the
U.S. Securities and Exchange Commission (the "SEC"). The
registration statement was declared effective on September 26, 2016, and the definitive proxy
statement/final prospectus was first mailed to St. Jude Medical
shareholders of record as of September 16,
2016 on or about September 26,
2016. Investors and security holders of St. Jude Medical are
urged to carefully read the entire registration statement and proxy
statement/prospectus, and to carefully read other relevant
documents filed with the SEC in their entirety when they become
available, because they will contain important information.
Investors and security holders can obtain the registration
statement and the proxy statement/prospectus free of charge from
the SEC's website or from Abbott or St. Jude Medical as described
in the paragraphs below.
The documents filed by Abbott with the SEC may be obtained free
of charge at Abbott's website at www.abbott.com or at the SEC's
website at www.sec.gov. These documents may also be obtained free
of charge from Abbott by requesting them by mail at Abbott
Laboratories, 100 Abbott Park Road, Abbott Park, IL 60064-6400,
Attention: Investor Relations, or by telephone at (224)
667-8945.
The documents filed by St. Jude Medical with the SEC may be
obtained free of charge at St. Jude Medical's website at
www.sjm.com or at the SEC's website at www.sec.gov. These documents
may also be obtained free of charge from St. Jude Medical by
requesting them by mail at St. Jude Medical, One St. Jude Medical
Drive, St. Paul, MN 55117,
Attention: Investor Relations, or by telephone at (651)
756-4347.
Participants in the Solicitation
St. Jude Medical, Abbott and certain of their directors, executive
officers and employees may be deemed participants in the
solicitation of proxies from St. Jude Medical shareholders in
connection with the proposed transaction. Information regarding the
persons who may, under the rules of the SEC, be deemed participants
in the solicitation of the shareholders of St. Jude Medical in
connection with the proposed transaction, including a description
of their direct or indirect interests, by security holdings or
otherwise, is set forth in the definitive proxy statement filed
with the SEC by St. Jude Medical on September 26, 2016 and the final prospectus filed
with the SEC by Abbott on September 26,
2016. Information about the directors and executive officers
of Abbott and their ownership of Abbott common shares is set forth
in the definitive proxy statement for Abbott's 2016 annual meeting
of shareholders, as previously filed with the SEC on March 18, 2016. Information about the directors
and executive officers of St. Jude Medical and their ownership of
St. Jude Medical common shares is set forth in the definitive proxy
statement filed with the SEC on September
26, 2016. Free copies of these documents may be obtained as
described in the paragraphs above.
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